PROCEPT BioRobotics (PRCT)

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Procept BioRobotics: A Strong Challenger Positioned To Be A Future Leader (PRCT)
Seeking Alpha· 2025-10-06 16:30
My experience primarily lies in sell side equity research. While inspired by the successful investors, like my professor and Mr Warren Buffett, I developed a strong interest in equity investment in global market during my MBA studies. With a long-term investment horizon, I have enough patience to stay and grow with the good business for a long time and I usually have high tolerance for short-term volatilities because it also brings opportunities. I employ detailed financial analysis, industry research, and ...
Procept BioRobotics: A Strong Challenger Positioned To Be A Future Leader
Seeking Alpha· 2025-10-06 16:30
My experience primarily lies in sell side equity research. While inspired by the successful investors, like my professor and Mr Warren Buffett, I developed a strong interest in equity investment in global market during my MBA studies. With a long-term investment horizon, I have enough patience to stay and grow with the good business for a long time and I usually have high tolerance for short-term volatilities because it also brings opportunities. I employ detailed financial analysis, industry research, and ...
Procept BioRobotics: Increasing Average Selling Price, Initiate At Buy
Seeking Alpha· 2025-08-14 21:24
Core Insights - The article does not provide specific company or industry insights, focusing instead on disclosures and disclaimers related to investment positions and performance [1][2] Group 1 - There are no stock, option, or similar derivative positions held by the analyst in any mentioned companies, nor plans to initiate such positions in the next 72 hours [1] - The article expresses personal opinions of the author and does not reflect the views of Seeking Alpha as a whole [2] - No recommendations or advice are provided regarding the suitability of investments for particular investors [2]
新任CEO!从心脏瓣膜到水刀机器人
思宇MedTech· 2025-08-09 15:53
Core Viewpoint - PROCEPT BioRobotics has appointed Larry L. Wood as the new CEO, succeeding Reza Zadno, who has led the company to significant growth and expansion since 2020 [2][3]. Group 1: CEO Transition - Larry L. Wood, a seasoned executive with 18 years of experience at Edwards Lifesciences, will officially take over as CEO on September 2, 2025 [2][3]. - Under Zadno's leadership, PROCEPT achieved a substantial increase in annual surgical procedures from hundreds to nearly 100,000 for Aquablation therapy [4]. - The company completed an IPO in 2021, raising over $600 million [4]. Group 2: New CEO's Background - Wood has a strong background in the medical device industry, having served as Group President and Corporate Vice President at Edwards Lifesciences, where he was responsible for TAVR and structural heart disease operations [4][5]. - He has a proven track record of leading the development and commercialization of the SAPIEN transcatheter aortic valve replacement system, establishing TAVR as a global standard for aortic stenosis treatment [4][5]. - Wood's personal net worth is estimated at $16.21 million, primarily from his holdings in Edwards Lifesciences [5]. Group 3: Company Focus and Market Potential - PROCEPT BioRobotics specializes in robotic solutions for urology, with its core product, Aquablation Therapy, being the first ultrasound-guided, robot-assisted, non-thermal water ablation therapy for treating BPH [9][10]. - The company aims to expand the global market for Aquablation, with a 48% year-over-year revenue growth reported in Q2 2025 [11]. - PROCEPT has initiated clinical trials for prostate cancer treatment, indicating plans to broaden its product line to address more urological conditions [13]. Group 4: Strategic Advantages - Wood's experience in global commercialization and market entry strategies is expected to accelerate Aquablation's entry into new markets [13]. - His ability to navigate regulatory environments and secure reimbursement for new technologies may facilitate quicker adoption of BPH treatments in various countries [13]. - The company is developing a multi-procedure robotic platform, expanding its capabilities beyond BPH to include other urological diseases [13].
PROCEPT BioRobotics (PRCT) - 2025 Q2 - Quarterly Report
2025-08-07 20:39
Part I. Financial Information [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) The unaudited condensed consolidated financial statements for the period ended June 30, 2025, reveal significant revenue growth, improved gross margins, a narrowed net loss, a strong cash position, and reduced operational cash burn [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $513.1 million, driven by reduced cash, while liabilities slightly decreased and stockholders' equity declined to $385.8 million due to net loss Key Balance Sheet Items (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $302,717 | $333,725 | | Total current assets | $458,067 | $481,833 | | Total assets | $513,054 | $534,048 | | Total current liabilities | $49,727 | $53,173 | | Total liabilities | $127,258 | $131,778 | | Total stockholders' equity | $385,796 | $402,270 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For Q2 2025, revenue grew 48% to $79.2 million and gross profit increased 64% to $51.7 million, narrowing the net loss to $19.6 million, with similar trends for the six-month period Q2 Performance Comparison (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Revenue | $79,182 | $53,353 | | Gross Profit | $51,746 | $31,482 | | Loss from operations | ($22,189) | ($26,828) | | Net loss | ($19,578) | ($25,626) | | Net loss per share | ($0.35) | ($0.50) | Six-Month Performance Comparison (in thousands, except per share data) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | $148,344 | $97,892 | | Gross Profit | $95,907 | $56,516 | | Loss from operations | ($49,626) | ($54,477) | | Net loss | ($44,316) | ($51,583) | | Net loss per share | ($0.80) | ($1.01) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Total stockholders' equity decreased from $402.2 million at the end of 2024 to $385.8 million by June 30, 2025, primarily due to a $44.3 million net loss, partially offset by stock-based compensation and common stock issuance - Stockholders' equity decreased by **$16.4 million** during the first six months of 2025, from **$402.2 million** to **$385.8 million**[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities improved to $32.0 million, while investing activities used $4.6 million, and financing provided $5.7 million, resulting in a $31.0 million decrease in total cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($32,023) | ($48,022) | | Net cash used in investing activities | ($4,638) | ($2,989) | | Net cash provided by financing activities | $5,676 | $7,882 | | **Net decrease in cash** | **($31,008)** | **($43,129)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business operations, accounting policies, and financial components, highlighting FDA 510(k) clearance for the HYDROS Robotic System, a $52.0 million term loan, and $22.3 million in stock-based compensation expenses - The company received **510(k) clearance** from the FDA for its next generation robot system, the HYDROS Robotic System, on August 20, 2024[21](index=21&type=chunk) - Total stock-based compensation expense for the six months ended June 30, 2025 was **$22.3 million**, a significant increase from **$14.2 million** in the same period of 2024[47](index=47&type=chunk) - The company has a **$52.0 million term loan facility**, with the entire principal amount due at maturity in October 2027[33](index=33&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong 52% revenue growth to increased system adoption and utilization, improving gross margin to 65%, while operating expenses rose 31% for expansion, narrowing net loss, with $302.7 million cash deemed sufficient for the next twelve months [Overview](index=21&type=section&id=Overview) PROCEPT BioRobotics specializes in urological surgical robotics, treating BPH with its AquaBeam and HYDROS Robotic Systems using Aquablation therapy, with 762 global systems installed by June 30, 2025, including 595 in the U.S - The company develops, manufactures, and sells the AquaBeam and HYDROS Robotic Systems for treating BPH[72](index=72&type=chunk) - As of June 30, 2025, the company had a global installed base of **762 robotic systems**, including **595** in the U.S[72](index=72&type=chunk) [Factors Affecting Our Performance](index=22&type=section&id=Factors%20Af%20ecting%20Our%20Performance) Key performance drivers include expanding the robotic system installed base, increasing system utilization, securing broader reimbursement, improving gross margins through cost management, and continuous R&D investment for product innovation - Key performance drivers include: - Growing the install base of robotic systems - Increasing system utilization among urologists - Expanding reimbursement and coverage by third-party payors - Improving gross margins by managing manufacturing costs - Investing in R&D for continuous innovation[76](index=76&type=chunk)[77](index=77&type=chunk) [Components of Our Results of Operations](index=23&type=section&id=Components%20of%20Our%20Results%20of%20Operations) Revenue is primarily from system sales/rentals, handpieces, and service contracts, while cost of sales includes manufacturing overhead, materials, and labor, and operating expenses comprise R&D and SG&A - Revenue is primarily derived from system sales/rentals, single-use handpieces, and service contracts[78](index=78&type=chunk) - Gross margin is expected to increase over the long term with higher production volumes and improved manufacturing efficiencies[81](index=81&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew 48% to $79.2 million, with gross margin improving to 65%, while SG&A expenses increased 38% to $56.3 million due to commercial expansion, reflecting similar positive trends for the six-month period Revenue by Type - Q2 Comparison (in thousands) | Revenue Source | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | System sales and rentals | $25,027 | $20,897 | 20% | | Handpieces and other consumables | $49,132 | $29,531 | 66% | | Service | $5,023 | $2,925 | 72% | | **Total revenue** | **$79,182** | **$53,353** | **48%** | - Gross margin increased to **65%** in Q2 2025 from **59%** in Q2 2024, primarily due to spreading fixed manufacturing overhead costs over more production units[92](index=92&type=chunk) - SG&A expenses increased **38%** in Q2 2025 compared to Q2 2024, driven by higher employee-related costs to expand the commercial organization[94](index=94&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended Q2 2025 with **$302.7 million** in cash and **$52.0 million** in debt, with management confident this cash is sufficient for the next twelve months, as net cash used in operations improved to **$32.0 million** - As of June 30, 2025, the company had cash and cash equivalents of **$302.7 million** and an accumulated deficit of **$590.3 million**[96](index=96&type=chunk) - The company believes its existing cash and anticipated revenue will be sufficient to meet capital requirements for at least the next twelve months[97](index=97&type=chunk) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($32,023) | ($48,022) | | Net cash used in investing activities | ($4,638) | ($2,989) | | Net cash provided by financing activities | $5,676 | $7,882 | [Critical Accounting Policies and Estimates](index=29&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material changes to the company's critical accounting policies and estimates during the three months ended June 30, 2025, as compared to those disclosed in its 2024 Annual Report on Form 10-K - No material changes were made to significant accounting policies during the three months ended June 30, 2025[113](index=113&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company's exposure to market risks, including interest rates, credit risk, and foreign currency exchange rates, has not materially changed since December 31, 2024 - The company's exposure to market risks has not changed materially since December 31, 2024[115](index=115&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[116](index=116&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[118](index=118&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that management believes would have a material adverse effect on the business - The company is not presently a party to any legal proceedings that would have a material adverse effect on its business[121](index=121&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent quarterly reports - During the three months ended June 30, 2025, there were no material changes to the company's previously disclosed risk factors[123](index=123&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) None - None[125](index=125&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - None[126](index=126&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[127](index=127&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company eliminated the Chief Commercial Officer role, replacing it with two SVP positions, and disclosed Rule 10b5-1 trading plan adoptions by the CEO and Chief Legal Officer - On August 4, 2025, the company decided to eliminate the position of Chief Commercial Officer, with the incumbent separating from the company on September 1, 2025[128](index=128&type=chunk)[129](index=129&type=chunk) - The CEO, Reza Zadno, adopted a Rule 10b5-1 stock sale plan on June 3, 2025, for the potential sale of up to **76,978 shares**[129](index=129&type=chunk) - The Chief Legal Officer, Alaleh Nouri, terminated a prior Rule 10b5-1 plan and adopted a new one in June 2025 for the potential sale of up to **70,836 shares**[130](index=130&type=chunk)[131](index=131&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including certifications by the CEO and CFO and the Second Amendment to the Loan and Security Agreement - Exhibits filed with the report include the Second Amendment to the Loan and Security Agreement with CIBC, and certifications from the Principal Executive Officer and Principal Financial Officer[134](index=134&type=chunk)
PROCEPT BioRobotics Corporation (PRCT) Reports Q2 Loss, Lags Revenue Estimates
ZACKS· 2025-08-06 22:45
Company Performance - PROCEPT BioRobotics Corporation reported a quarterly loss of $0.35 per share, which was better than the Zacks Consensus Estimate of a loss of $0.41, and an improvement from a loss of $0.50 per share a year ago, resulting in an earnings surprise of +14.63% [1] - The company posted revenues of $79.18 million for the quarter ended June 2025, slightly missing the Zacks Consensus Estimate by 0.02%, but showing significant growth from year-ago revenues of $53.35 million [2] - Over the last four quarters, the company has surpassed consensus EPS estimates three times and topped consensus revenue estimates three times as well [2] Stock Performance - PROCEPT BioRobotics shares have declined approximately 40.2% since the beginning of the year, contrasting with the S&P 500's gain of 7.1% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.35 on revenues of $83.74 million, and for the current fiscal year, it is -$1.49 on revenues of $325.61 million [7] Industry Outlook - The Medical - Instruments industry, to which PROCEPT BioRobotics belongs, is currently ranked in the bottom 41% of over 250 Zacks industries, indicating potential challenges ahead [8] - The performance of stocks in this industry can be significantly influenced by the overall industry outlook, with research indicating that the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]
PROCEPT BioRobotics (PRCT) - 2025 Q2 - Earnings Call Transcript
2025-08-06 21:30
Financial Data and Key Metrics Changes - Total revenue for Q2 2025 was $79.2 million, representing a growth of 48% compared to Q2 2024 [21] - U.S. revenue for Q2 was $69.6 million, reflecting a growth of 46% year-over-year [21] - Gross margin for Q2 2025 was 65.4%, an increase of 640 basis points year-over-year [25] - Net loss for Q2 2025 was $19.6 million, compared to a net loss of $25.6 million in Q2 2024 [26] - Adjusted EBITDA loss was $8 million, an improvement from a loss of $18 million in the prior year [26] Business Line Data and Key Metrics Changes - U.S. handpiece and consumable revenue for Q2 2025 was $43.1 million, a growth of 58% compared to Q2 2024 [21] - Approximately 12,750 handpieces were sold in Q2 2025, representing a year-over-year unit growth of 59% [22] - U.S. system revenue was $22.1 million, with 48 new HydroS robotic systems sold [23] - International revenue reached $9.6 million, marking a growth of 69% compared to the prior year [24] Market Data and Key Metrics Changes - The company expects to exit 2025 with an estimated installed base of 715 systems, with only 20% procedural share in the hospital market, indicating significant room for expansion [4] - The 2026 proposed Medicare physician fee schedule includes a category one code for Ag population therapy, which is expected to enhance adoption and reimbursement consistency [14][15] Company Strategy and Development Direction - The company aims to become a global leader in urology, focusing on evidence-based innovation and expanding Hydro's adoption in greenfield accounts [10][34] - A leadership transition is underway, with Larry Wood set to become the new CEO, emphasizing a commitment to innovation and growth [10][36] - The company is eliminating the role of Chief Commercial Officer to strengthen commercial execution, creating two new leadership positions [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to achieve long-term profitability despite current tariff challenges, estimating a potential gross margin headwind of $1 million to $2 million in 2025 [31][92] - The company remains optimistic about the stability of the capital environment, with no indications of hospitals slowing or pausing capital spending [91] - Management highlighted the importance of clinical outcomes in driving adoption and utilization of their systems, despite recent reductions in physician fee schedules [60] Other Important Information - The company is actively pursuing operational strategies to mitigate tariff exposure, with a focus on maintaining gross margins and profitability [16][31] - Enrollment in the WATERFORT trial is progressing well, with expectations for full enrollment by 2026 [17] Q&A Session Summary Question: Guidance confidence and system placements - Management confirmed slight increases in guidance, with confidence stemming from strong sales force execution and visibility into the sales funnel [41][46] Question: Disruption from leadership changes - Management reassured that the experienced sales team will maintain focus and execution despite leadership transitions [48][49] Question: CCO role split rationale - The decision to split the CCO role aims to enhance commercial execution and support long-term growth objectives [52] Question: Utilization growth in accounts - Management noted that longer tenure in accounts correlates with increased utilization of aquablation procedures, with examples of it becoming the standard of care [55] Question: Impact of physician fee schedule reductions - Management emphasized that clinical outcomes will drive continued adoption, despite reductions in resective procedure payments [60] Question: System placements and future expectations - Management indicated that replacement sales are expected to pick up in 2026, aligning with the useful life of the systems [62] Question: International market strength - The UK remains the primary driver of international revenue growth, with emerging progress in Japan and Korea [68] Question: Hydros rollout and customer reception - Early feedback on the Hydros system has been positive, with expectations for utilization metrics to improve as accounts ramp up [75]
PROCEPT BioRobotics Reports Second Quarter 2025 Financial Results and Increases 2025 Revenue Guidance
Globenewswire· 2025-08-06 20:03
Core Viewpoint - PROCEPT BioRobotics Corporation reported a strong financial performance for Q2 2025, with a 48% year-over-year revenue growth, driven by increased demand for its Aquablation therapy and expansion in both U.S. and international markets [3][4]. Financial Performance - Total revenue for Q2 2025 was $79.2 million, a 48% increase compared to Q2 2024 [4][9]. - U.S. revenue reached $69.6 million, reflecting a 46% growth year-over-year, primarily from system sales and increased handpiece revenue [4][9]. - International revenue was $9.6 million, marking a 69% increase compared to the prior year [4][9]. - U.S. handpiece and consumable revenue was $43.1 million, up 58% year-over-year [4][9]. - Gross margin improved to 65% in Q2 2025 from 59% in the prior year, attributed to operational efficiencies and higher selling prices [5]. Operating Expenses and Losses - Operating expenses for Q2 2025 were $73.9 million, up from $58.3 million in Q2 2024, driven by expansion of the commercial organization and increased R&D expenses [6]. - The net loss for Q2 2025 was $19.6 million, an improvement from a loss of $25.6 million in the same period last year [7][9]. - Adjusted EBITDA loss was $8.0 million for Q2 2025, compared to a loss of $17.9 million in Q2 2024 [7][9]. Future Guidance - The company projects full-year 2025 revenue to be approximately $325.5 million, representing a 45% growth over the previous year [8][9]. - Full-year 2025 gross margin is expected to be around 64.5% [15]. - The company anticipates total operating expenses for 2025 to be approximately $302.0 million [15]. Leadership Changes - Larry Wood has been appointed as the new CEO, effective September 2, 2025, bringing 40 years of experience in the medical technology industry [9]. Product and Market Focus - The company is focused on expanding the utilization of Aquablation therapy in the U.S. and enhancing its presence in international markets [3]. - PROCEPT BioRobotics aims to revolutionize BPH treatment globally through its robotic solutions, which are designed to deliver effective outcomes for patients [11].
PROCEPT BioRobotics (PRCT) - 2025 Q2 - Quarterly Results
2025-08-06 20:09
[Employment Agreement Overview](index=1&type=section&id=Employment%20Agreement%20Overview) This section details the employment agreement between PROCEPT BioRobotics Corporation and Larry L. Wood, outlining the parties involved and the effective dates of his new CEO role [Parties and Effective Date](index=1&type=section&id=Parties%20and%20Effective%20Date) This employment agreement is between PROCEPT BioRobotics Corporation and Larry L. Wood, who will serve as the new Chief Executive Officer. The agreement was executed on July 23, 2025, with an employment start date of September 2, 2025 - The agreement is between **PROCEPT BioRobotics Corporation** and **Larry L. Wood** ("Executive")[2](index=2&type=chunk) Key Dates | Date Type | Date | | :--- | :--- | | Execution Date | July 23, 2025 | | Employment Effective Date | September 2, 2025 | [1. Employment Terms](index=1&type=section&id=1.%20Employment) This section outlines the executive's position, primary work location, and the exclusivity requirements of his employment with the company [Position and Duties](index=1&type=section&id=1(b)%20Position%20and%20Duties) Effective September 2, 2025, Larry L. Wood will serve as the sole Chief Executive Officer of PROCEPT BioRobotics, reporting directly to the Board of Directors. He will also continue to serve as a member of the Board, and the company will support his nomination for election - Executive will serve as the **sole Chief Executive Officer**, reporting directly to the Board of Directors[5](index=5&type=chunk) - Executive will continue to serve as a member of the Board and the Company will use commercially reasonable efforts to nominate him for election to the Board[5](index=5&type=chunk) [Principal Office](index=2&type=section&id=1(c)%20Principal%20Office) The executive's primary workplace will be the company's principal corporate offices located in San Jose, California - The primary workplace is designated as the company's corporate offices in **San Jose, California**[6](index=6&type=chunk) [Exclusivity](index=2&type=section&id=1(d)%20Exclusivity) The executive is required to devote his full working time and effort to the company. However, he is permitted to engage in passive investments, charitable activities, and serve on one other non-competing board of directors, provided these activities do not interfere with his duties and receive prior written approval from the Board - Executive must devote **full working time** to the Company, with exceptions for passive investments and charitable activities[7](index=7&type=chunk) - Serving on another organization's board of directors is permissible if the organization is not a competitor and prior written approval from the Board is obtained[7](index=7&type=chunk) [3. Compensation and Related Matters](index=2&type=section&id=3.%20Compensation%20and%20Related%20Matters) This section details the executive's annual base salary, eligibility for annual and sign-on bonuses, and participation in company benefits and expense reimbursement [Annual Base Salary](index=2&type=section&id=3(a)%20Annual%20Base%20Salary) The executive will receive an annual base salary of $925,000, subject to annual review by the Board of Directors or its Compensation Committee Annual Base Salary | Component | Amount | | :--- | :--- | | Annual Base Salary | $925,000 | [Annual Bonus](index=2&type=section&id=3(b)%20Annual%20Bonus) The executive is eligible for a discretionary annual bonus with a target of 100% of his Annual Base Salary, based on performance objectives. The bonus for the 2025 calendar year will be pro-rated - Eligible for a discretionary annual bonus targeted at **100% of the Annual Base Salary**[10](index=10&type=chunk) - The bonus for calendar year **2025** will be pro-rated to reflect a partial year of employment[11](index=11&type=chunk) [Sign-On Bonus](index=3&type=section&id=3(c)%20Sign-On%20Bonus) A one-time sign-on bonus of $1,700,000 will be paid within 30 days of the effective date. A pro-rated, after-tax portion of this bonus must be repaid if the executive resigns without Good Reason or is terminated for Cause within the first 12 months Sign-On Bonus Details | Component | Amount | Repayment Condition | | :--- | :--- | :--- | | Sign-On Bonus | $1,700,000 | Pro-rated repayment if terminated for Cause or resigns without Good Reason within 12 months | [Benefits and Expenses](index=3&type=section&id=3(d)%20Benefits) The executive is entitled to participate in the company's standard employee and executive benefit plans, will be covered by D&O liability insurance, and will be reimbursed for all reasonable business expenses - Entitled to participate in employee and executive benefit plans offered by the Company[13](index=13&type=chunk) - Executive will be indemnified and covered under a Company-maintained **directors and officers (D&O) liability insurance policy**[13](index=13&type=chunk) - Reasonable, documented business and travel expenses will be reimbursed by the Company[14](index=14&type=chunk) [4. Equity Awards](index=4&type=section&id=4.%20Equity%20Awards) This section describes the initial equity grants, including buy-out RSUs, new-hire PSUs, and options, along with future eligibility for additional awards [New Hire Equity Grants](index=4&type=section&id=4(a-c)%20New%20Hire%20Equity%20Grants) The executive will receive three initial equity awards: a Buy-Out RSU award valued at $7.5 million to compensate for forfeited equity, a New-Hire PSU award valued at $3.0 million, and a New-Hire Option Award valued at $7.5 million. The RSUs and Options vest over four years, with a one-year cliff Summary of New Hire Equity Awards | Award Type | Value | Vesting Schedule | | :--- | :--- | :--- | | Buy-Out RSUs | $7,500,000 | 25% on 1st anniversary, then quarterly over the next 3 years | | New-Hire PSUs | $3,000,000 | Based on pre-established performance formula | | New-Hire Options | $7,500,000 | 25% on 1st anniversary, then monthly over the next 3 years | - The Buy-Out RSU award is granted in consideration of unvested equity awards forfeited by the Executive from his previous employer[16](index=16&type=chunk) [Future Eligibility](index=5&type=section&id=4(d)%20Future%20Eligibility) The executive will be eligible for additional equity award grants for fiscal year 2026 and beyond, at the discretion of the Board or its Compensation Committee - Executive is eligible for future equity grants for **fiscal year 2026** and subsequent years[19](index=19&type=chunk) [5. Termination of Employment](index=5&type=section&id=5.%20Termination) This section establishes the at-will nature of the executive's employment and the general conditions under which the employment relationship can be terminated [At-Will Employment](index=5&type=section&id=5(a)%20At-Will%20Employment) The executive's employment is "at-will," meaning either the company or the executive can terminate the employment relationship at any time, for any reason, with or without cause, subject to the severance provisions outlined in the agreement - Employment is on an **at-will basis** and can be terminated by either party at any time for any reason[20](index=20&type=chunk) - Upon termination, the executive is only entitled to payments and benefits as provided in this agreement[20](index=20&type=chunk) [6. Consequences of Termination](index=5&type=section&id=6.%20Consequences%20of%20Termination) This section specifies the financial and equity benefits due to the executive upon various termination scenarios, including definitions for "Cause" and "Good Reason" [Accrued Obligations Upon Any Termination](index=5&type=section&id=6(a)%20Accrued%20Obligations) Regardless of the reason for termination, the executive is entitled to receive all earned but unpaid base salary, vested benefits, reimbursed expenses, and any earned but unpaid annual bonus - Upon any termination, the Executive is entitled to: earned Annual Base Salary, owed expenses, accrued paid time-off, and any earned but unpaid Annual Bonus[23](index=23&type=chunk) [Severance Payments for Covered Termination](index=6&type=section&id=6(b-c)%20Severance%20Payments) In the event of a "Covered Termination" (termination by the company without Cause or resignation by the executive for Good Reason), the executive is entitled to significant severance benefits. These benefits are enhanced if the termination occurs during a "Change in Control Period" (3 months prior to and 12 months after a Change in Control) Severance Benefits Comparison | Benefit | Covered Termination (Outside CIC Period) | Covered Termination (During CIC Period) | | :--- | :--- | :--- | | **Cash Severance** | 1.5x Annual Base Salary | 3.0x (Annual Base Salary + Target Annual Bonus) | | **COBRA Subsidy** | 18 months | 36 months | | **Equity Vesting** | Full vesting of Buy-Out RSU Award only | Full vesting of all service-based equity awards; performance awards vest per their terms (at least at target) | - All severance payments are contingent upon the executive signing and not revoking a waiver and release of claims agreement[24](index=24&type=chunk)[28](index=28&type=chunk) [Key Definitions for Termination](index=9&type=section&id=6(f-k)%20Key%20Definitions) The agreement provides specific definitions for key terms that govern termination and severance eligibility, including "Cause," "Good Reason," "Change in Control Period," and "Covered Termination" - **Cause:** Defined to include material dishonesty, felony conviction, willful harm to the company, material breach of agreement, or repeated refusal to perform duties[31](index=31&type=chunk) - **Good Reason:** Defined to include a material reduction in title, duties, base salary (>5%), or target bonus; a relocation of the primary workplace outside California; or a material breach of the agreement by the Company[36](index=36&type=chunk) - **Change in Control Period:** The period commencing **3 months prior** to a Change in Control and ending **12 months after**[32](index=32&type=chunk) - **Covered Termination:** Termination by the Company without Cause or by the Executive for Good Reason. Excludes termination due to death or Disability[33](index=33&type=chunk) [8. Miscellaneous Provisions](index=10&type=section&id=8.%20Miscellaneous%20Provisions) This section covers general legal terms, including the governing law, dispute resolution mechanisms, and whistleblower protections within the agreement [Governing Law and Dispute Resolution](index=10&type=section&id=8(b)%2C%20g)%20Governing%20Law%20and%20Dispute%20Resolution) The agreement is governed by the laws of the State of California. Any disputes arising from the agreement must be resolved exclusively through final and binding arbitration in Santa Clara County, California, through JAMS - The agreement shall be governed and construed in accordance with the laws of the **State of California**[39](index=39&type=chunk) - Disputes are to be resolved exclusively by final and binding arbitration held in **Santa Clara County, California**, through JAMS[46](index=46&type=chunk) [Whistleblower Protections](index=13&type=section&id=8(j)%20Whistleblower%20Protections) The agreement explicitly states that nothing within it or the associated Confidentiality Agreement prohibits the executive from reporting possible violations of federal law or regulation to any governmental agency or entity, in accordance with whistleblower protection provisions - The agreement does not prohibit the Executive from reporting possible violations of federal law or regulation to any U.S. governmental agency, as protected under Sarbanes-Oxley and other whistleblower provisions[50](index=50&type=chunk) [9. Golden Parachute Excise Tax (Section 280G)](index=13&type=section&id=9.%20Golden%20Parachute%20Excise%20Tax) This section addresses the treatment of payments that may be subject to the Section 280G excise tax, ensuring the executive receives the maximum after-tax benefit [Best Pay Provision](index=13&type=section&id=9(a)%20Best%20Pay%20Provision) The agreement includes a "best pay" provision regarding the Section 280G golden parachute excise tax. If any payments would trigger the tax, the total payment will either be reduced to avoid the tax or paid in full (subject to the tax), whichever results in a greater after-tax amount for the executive - If payments constitute a "parachute payment" subject to the excise tax under Section 4999 of the Code, the payment will be the greater of: (A) the largest amount that does not trigger the tax, or (B) the full payment amount, based on which provides the greater after-tax benefit to the Executive[51](index=51&type=chunk) [10. Section 409A Compliance](index=14&type=section&id=10.%20Section%20409A) This section ensures that all compensation and benefits provided under the agreement comply with or are exempt from Section 409A of the Internal Revenue Code [Compliance with Deferred Compensation Rules](index=14&type=section&id=10(a-d)%20Compliance%20with%20Deferred%20Compensation%20Rules) This section contains standard provisions to ensure that all payments and benefits under the agreement comply with, or are exempt from, Section 409A of the Internal Revenue Code, which governs nonqualified deferred compensation. This includes rules for payment timing upon separation from service, potential six-month delays for "specified employees," and procedures for the execution of a release of claims - The agreement is intended to comply with or be exempt from **Section 409A** of the tax code regarding deferred compensation[54](index=54&type=chunk) - If the Executive is a "specified employee," payments subject to Section 409A may be delayed for **six months** following separation from service to avoid tax penalties[56](index=56&type=chunk)
PROCEPT BioRobotics® President and CEO Dr. Reza Zadno to Retire, Company Appoints Larry L. Wood as New President and CEO
GlobeNewswire News Room· 2025-07-24 22:00
Core Insights - PROCEPT BioRobotics announced the appointment of Larry L. Wood as president and CEO effective September 2, 2025, succeeding Dr. Reza Zadno who will retire on September 1, 2025 [1][3] - Dr. Zadno has led the company through significant growth, including the adoption of Aquablation® therapy for BPH treatment and a successful public offering in 2021 [2][3] - The company pre-announced second quarter 2025 revenue of approximately $79.2 million, representing an annual growth of 48% [5][4] Leadership Transition - Larry L. Wood brings over 40 years of experience in the medical technology industry, previously serving at Edwards Lifesciences and Baxter Healthcare [4][3] - Wood has been a member of PROCEPT BioRobotics' board of directors since 2024 and is recognized for his leadership in the medical device sector [4][3] - The board expressed confidence in Wood's ability to lead the company through its next growth phase, emphasizing his experience in clinically demanding medical device categories [4][3] Company Performance - Under Dr. Zadno's leadership, the number of global Aquablation procedures increased from a few hundred to nearly 100,000, and the company raised over $600 million in capital [2][3] - The company aims to revolutionize BPH treatment globally by delivering advanced robotic solutions that positively impact patient care [5][6] - PROCEPT BioRobotics has developed a significant body of clinical evidence supporting the benefits of Aquablation therapy, with over 150 peer-reviewed publications [6]